UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~Date of Report (Date of Earliest Event Reported): August~~September 1530, 2013

Date of Report (Date of earliest event reported)

Volterra Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-50857	94-3251865
(State of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

47467 Fremont Blvd., Fremont, California		94538
(Address of principal executive offices)		(Zip code)

47467 Fremont Blvd.,

~~Registrant’s~~Fremont, ~~telephone number~~California, ~~including~~94538 ~~area code: (510) 743-1200~~

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant under~~executive ~~any~~offices ofincluding ~~the~~zip ~~following~~code) ~~provisions~~

(510) 743-1200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously disclosed, on August 15, 2013, Volterra Semiconductor Corporation, a Delaware corporation (“Volterra”), entered into an agreement and plan of merger (the “Merger Agreement”) with Maxim Integrated Products, Inc., a Delaware corporation (“Maxim”), and ~~Plan~~Victory Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Maxim (“Purchaser”). In accordance with the terms of the Merger Agreement, Purchaser commenced a tender offer to purchase all outstanding shares of common stock, par value $0.001 (the “Shares”) of Volterra, at a price of $23.00 per Share, net in cash, without interest (less any required withholding taxes) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2013 (together with any amendments or supplements thereto, the “Offer to Purchase”) and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

On ~~August~~October 151, 2013, ~~Volterra Semiconductor~~Maxim ~~Corporation~~announced the completion of the Offer. The Offer, as extended, expired at 9:00 a.m., New ~~Delaware~~York ~~corporation~~City time, on October 1, 2013 (the “~~Company~~Expiration Date”),. ~~entered~~According ~~into~~to anComputershare ~~Agreement~~Inc., ~~and~~the ~~Plan~~depositary offor ~~Merger~~the Offer (the “~~Merger Agreement~~Depositary”), ~~with~~as ~~Maxim~~of ~~Integrated~~the ~~Products,~~Expiration ~~Inc.~~Date, a ~~Delaware~~total ~~corporation~~of 22,225,845 Shares had been validly ~~(“Parent”)~~tendered into and ~~Victory~~not ~~Merger~~withdrawn ~~Sub~~from the Offer, ~~Inc~~representing approximately 86.23% of the 25,774,025 aoutstanding ~~Delaware~~Shares ~~corporation~~as of the Expiration Date. Additionally, the Depositary advised Volterra, Maxim and aPurchaser ~~wholly~~that ~~owned~~an ~~subsidiary~~additional 570,064 Shares had been tendered by notice of ~~Parent~~guaranteed ~~(“Purchaser”)~~delivery as of the Expiration Date. The ~~board~~aggregate number of ~~directors~~Shares ofvalidly tendered and not properly withdrawn pursuant to the ~~Company~~Offer ~~and~~satisfied ~~Parent~~the ~~have~~Minimum ~~each~~Condition ~~approved~~under the ~~Merger~~Offer. All conditions to the ~~Agreement~~Offer having been satisfied, Purchaser accepted for payment all Shares validly tendered into the Offer and not properly withdrawn.

~~Pursuant~~On October 1, to2013, following the ~~Merger~~expiration ~~Agreement,~~of ~~upon~~ the ~~terms~~Offer and ~~subject~~the topurchase of the ~~conditions~~Shares ~~thereof~~by Purchaser of the Shares validly tendered and not properly withdrawn thereunder, Purchaser ~~will~~merged ~~commence~~with aand into Volterra, with Volterra surviving the merger ~~tender~~and ~~offer~~continuing as a wholly-owned subsidiary of Maxim (the “~~Offer~~Merger”). noAs ~~later~~a ~~than~~result ~~August~~of its acceptance of the Shares tendered in the Offer and given that it was determined that Section 29251(h) of the Delaware General Corporation Law (the “DGCL”) was applicable to the Merger, ~~2013~~Purchaser had sufficient voting power to ~~acquire~~approve ~~all~~the ofMerger without the ~~outstanding~~affirmative ~~shares~~vote of ~~common~~any ~~stock~~other stockholder of ~~the~~Volterra ~~Company,~~pursuant $0to Section 251(h) of the DGCL.~~001~~ ~~par~~At ~~value~~the ~~per~~effective ~~share~~time of the Merger (the “~~Shares~~Effective Time”), ateach aShare ~~purchase~~issued ~~price~~and outstanding immediately prior to the Effective Time, other than (i) Shares then held by Maxim, Purchaser or any other wholly owned subsidiary of Maxim, all of which were canceled ~~$23.00~~and ~~per~~retired, ~~Share~~and in(ii) Shares that were held by stockholders of Volterra who properly exercise their appraisal rights under Section 262 of the DGCL, was converted automatically into the right to receive an amount of cash (equal to the “Offer Price), without interest (less any required withholding taxes).

~~The~~On ~~obligation~~October 1, of2013, ~~Purchaser~~Maxim toissued ~~purchase Shares tendered in the Offer is subject to the satisfaction or waiver of~~ a ~~number~~press ofrelease ~~conditions~~announcing ~~set forth in~~ the expiration ~~Merger Agreement, including (i) that there shall have been validly tendered~~ and ~~not~~results ~~validly withdrawn Shares that represent one more than 50%~~ of the ~~total number of Shares outstanding on a fully diluted basis (excluding shares subject to options that have not vested as of March 14, 2014) at the time of the expiration of the~~ Offer. ~~(the~~A ~~“Minimum Condition”)~~copy ~~and (ii) the expiration or termination~~ of ~~applicable waiting periods under~~ the ~~Hart-Scott-Rodino~~press ~~Antitrust~~release ~~Improvements~~is ~~Act~~filed ~~of 1976,~~ as ~~amended~~Exhibit 99.1 ~~The~~hereto ~~consummation~~and ~~of the Offer~~ is ~~not~~incorporated ~~subject~~by toreference ~~any financing condition~~herein.

~~Following~~Item the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including, if required, receipt of approval by the stockholders of the Company, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”)3. At the effective time of the Merger (the “Effective Time”), the Shares not purchased pursuant to the Offer (other than shares held by the Company, Parent, Purchaser, any subsidiary of Parent or by stockholders of the Company who have perfected their statutory rights of appraisal under Delaware law) will each be converted into the right to receive an amount in cash equal to the Offer Price, without interest, and subject to any required withholding of taxes01. AtNotice the Effective Time, each outstanding option to purchase Shares issued pursuant to the Company’s equity incentive plans (collectively, the “Options”) that is then outstanding and unexercised, has an exercise prices less than the Offer Price, and is held by an individual who, after the Effective Time, will be an “employee” of ~~Parent~~Delisting or ~~one~~Failure ~~of its affiliates shall be substituted with an option~~ to ~~purchase~~Satisfy ~~Common Stock of Parent based on an exchange ratio set forth in the Merger Agreement (~~a ~~“Substitute~~Continued ~~Option”).~~Listing ~~Each~~Rule ~~Option~~or ~~that~~Standard; isTransfer not being substituted with a Substitute Option and that is outstanding immediately prior to the Effective Time shall become fully vested and exercisable no later than five (5) days prior to the Effective Time and, if not exercised prior to the Effective Time, shall be cancelled immediately following the Effective Time and converted into the right to receive a cash payment equal to the Company Option Consideration (as defined in the Merger Agreement) for each share of ~~Company Common Stock then subject to the option~~Listing. All outstanding restricted stock units for Shares held by continuing employees will be substituted and become restricted stock units to acquire Common Stock of Parent based on an exchange ratio set forth in the Merger Agreement.

~~Upon~~As ~~consummation~~a result of ~~the~~ ~~Offer,~~ the ~~parties~~transactions ~~intend~~described ~~to complete the Merger~~ in ~~accordance with Section~~Item ~~251(h)~~2.01 of ~~the~~this ~~Delaware~~Current ~~General~~Report ~~Corporation~~on ~~Law~~Form ~~(“Section~~8-K, ~~251(h)”)~~ which ~~permits~~are ~~completion~~incorporated ofherein ~~the~~by ~~Merger~~reference, Volterra ~~upon~~requested ~~achieving~~that the ~~Minimum Condition.~~Shares ~~Pursuant~~be towithdrawn ~~the~~from ~~Merger~~listing ~~Agreement,~~on inThe ~~the~~NASDAQ ~~event~~Global ~~the~~Select ~~Merger~~Market ~~cannot~~as beof ~~completed~~the ~~pursuant~~close toof ~~Section~~market on October ~~251(h)~~1, ~~the~~2013. ~~Company~~Accordingly, ~~has~~on ~~granted~~October 1, to2013, ~~Parent~~the ~~and~~NASDAQ ~~Purchaser~~Stock anMarket, ~~option~~LLC (~~the~~ “~~Top-Up Option~~NASDAQ”) tofiled ~~purchase~~with ~~from~~ the ~~Company,~~Securities atand anExchange ~~aggregate~~Commission ~~purchase price determined by multiplying~~ (the ~~number~~“SEC”) ofa ~~such~~Form ~~Shares~~25 byNotification ~~$23.00, the number~~ of ~~Shares~~Removal sofrom ~~that,~~Listing ~~when~~and/or ~~added~~Registration tounder ~~the~~Section 12(b) ~~number~~ of ~~Shares~~the ~~owned~~Securities byExchange ~~Purchaser~~Act ~~prior to the exercise~~ of ~~the Top-Up Option~~1934, ~~Purchaser~~as ~~will~~amended ~~own at least 90% of~~ (the ~~outstanding~~“Exchange ~~shares~~Act”), ~~of each class of capital stock of the Company entitled~~ to ~~vote~~delist onand deregister the ~~Merger~~Shares. ~~immediately~~Upon ~~after~~ the ~~issuance~~filing of the ~~Top-Up~~Form ~~Shares~~25, ~~(not including~~ the Shares ~~owned~~were bydelisted ~~Purchaser~~from ~~any~~The ~~Shares~~NASDAQ ~~tendered~~Global ~~pursuant~~Select ~~to unfulfilled~~Market. ~~guaranteed~~Volterra ~~delivery~~intends ~~procedures);~~to ~~provided,~~file ~~however,~~with ~~that~~ the ~~Top-Up~~SEC ~~Option~~a ~~shall~~Form ~~not~~15 beunder ~~exercisable for~~ the ~~number~~Exchange ofAct ~~Shares~~relating into ~~excess of~~ the ~~authorized and unissued~~ Shares, ~~less~~which ~~the~~will ~~maximum~~terminate ~~number~~and ~~of Shares potentially~~suspend ~~necessary for issuance under outstanding awards under the Company~~Volterra’s ~~equity~~reporting ~~incentive~~obligations ~~plans~~under orSections ~~other~~13 ~~obligations~~and 15(d) of the ~~Company~~Exchange Act, respectively.

~~Following~~Item ~~the completion of the Offer, the Merger shall be consummated upon the date that Purchaser accepts shares for payment pursuant to the terms of the Merger Agreement~~3. If a determination is made that Section 251(h) is inapplicable, then the Merger will become effective two business days following the satisfaction of the limited conditions to the Merger, including, if applicable, the adoption of the Merger Agreement by the holders of the Shares as may be required under the Delaware General Corporation Law03. IfMaterial ~~required~~Modification ~~in order~~ to ~~consummate~~Rights ~~the Merger, the Company shall take all actions in accordance with applicable law, the Company’s certificate~~ of ~~incorporation~~Security and bylaws and the rules of The NASDAQ Global Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, a special meeting of its stockholders to consider the adoption of the Merger AgreementHolders.

~~The~~As a result of the Merger, ~~Agreement~~each ~~includes representations~~Share issued and ~~warranties~~outstanding ~~and~~immediately ~~covenants~~prior ofto the ~~parties~~Effective ~~customary~~Time, ~~for~~other athan ~~transaction~~(i) Shares ofthen ~~this~~held ~~nature.~~by Maxim, ~~Until~~Purchaser ~~the~~or ~~earlier~~any other wholly owned subsidiary of ~~the~~Maxim, ~~termination~~all of ~~the~~which ~~Merger~~were ~~Agreement~~canceled and ~~the~~retired, ~~Effective~~and ~~Time,~~(ii) Shares ~~the~~that ~~Company~~were ~~has~~held ~~agreed~~by tostockholders ~~operate~~of ~~its~~Volterra ~~business~~who ~~and~~properly exercise their appraisal rights under Section 262 of the DGCL, ~~business~~was converted automatically into the right to receive an amount of ~~its~~cash ~~subsidiaries~~equal into the ~~ordinary~~Offer ~~course~~Price, ~~and~~without ~~has~~interest ~~agreed~~(less toany ~~certain~~required ~~other~~withholding ~~operating~~taxes). ~~covenants~~At the Effective Time, asthe ~~set~~holders ~~forth~~of ~~more~~such ~~fully~~Shares inceased ~~the~~to ~~Merger~~have ~~Agreement.~~any ~~The~~rights ~~Company~~as ~~has~~stockholders ~~also~~of Volterra ~~agreed~~(other ~~not~~than their right to ~~solicit~~receive or$23.00 ~~initiate~~per ~~discussions~~Share, ~~with~~net ~~any~~in ~~third~~cash, ~~party regarding~~without ~~acquisition~~interest ~~proposals~~(less any required withholding taxes)).

The ~~Merger Agreement includes a remedy of specific performance for the Company, Parent and~~ ~~Purchaser.~~information ~~The~~set ~~Merger~~forth ~~Agreement also includes customary termination provisions for both the Company and Parent and provides that,~~ in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept and enter into a definitive agreement with respect to an unsolicited superior offerItem 2.01 ~~A superior offer is a written proposal pursuant to which a third party would acquire 50% or more~~ of ~~the~~this ~~voting~~Current ~~power~~Report ~~of the Company~~ on ~~terms~~Form ~~that the~~8-K board of directors of the Company determines in its good faith judgment (after consultation with its financial advisors and outside legal counsel) to be more favorable to the Company’s stockholders from a financial point of view than the terms of the Offer and the Merger and is ~~reasonably~~incorporated ~~capable~~herein ofby ~~being completed on the terms proposed taking into account relevant factors~~reference. If the Company terminates the Merger Agreement under certain circumstances, including in order to accept a superior offer, the Company would be obligated to pay Parent a $21,000,000 fee plus reimbursement of Parent’s expenses, up to $6,000,000.

~~Tender~~Item ~~and~~5.01. ~~Support~~Changes ~~Agreements~~in Control of Registrant.

~~Concurrently~~As ~~with~~a ~~the~~result ~~execution~~of ~~and~~the ~~delivery~~completion of the ~~Merger Agreement~~Offer, ona ~~August 15,~~change ~~2013,~~of ~~the~~control ~~executive~~of ~~officers~~Volterra ~~and~~occurred. ~~directors~~Upon the consummation of the ~~Company~~Merger, Volterra ~~entered~~became ~~into~~ a ~~tender~~wholly-owned ~~and~~subsidiary ~~support~~of ~~agreement~~Maxim. ~~(the “Tender~~The ~~and~~information ~~Support~~set ~~Agreement”)~~forth ~~with~~in ~~Parent~~Item 2.01 and ~~Purchaser,~~Item 3.02 ~~pursuant~~of tothis ~~which~~Current ~~each~~Report ~~such~~on ~~executive~~Form ~~officer~~8-K ~~and~~is ~~director~~incorporated ~~agreed,~~herein ~~among~~by ~~other~~reference. ~~things,~~Approximately to$593 ~~tender~~million ~~their~~was ~~Shares~~required ~~pursuant~~ to ~~the~~purchase ~~Offer~~all the issued and, ifoutstanding ~~necessary, vote their~~ Shares invalidly ~~favor~~tendered ofand ~~the~~not ~~adoption~~withdrawn ofpursuant to the ~~Merger~~Offer ~~Agreement~~ and ~~the~~acquire ~~approval~~all of the ~~Merger.~~remaining Asissued ofand ~~August 15, 2013, approximately 2.0% of the~~ outstanding Shares ~~are~~pursuant ~~subject~~ to the ~~Tender and Support Agreement~~Merger. ~~The~~Such ~~Tender~~payments ~~and~~were ~~Support~~funded ~~Agreement terminates~~by inMaxim ~~the~~using ~~event~~cash ~~the~~on ~~Merger Agreement is terminated~~hand.

~~Additional~~Item ~~Information~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Supplemental ~~foregoing~~Addendum ~~descriptions of the Merger Agreement and Tender and Support Agreement are not complete and are qualified in their entirety by reference~~ to ~~the~~Management ~~Merger~~Bonus ~~Agreement~~Plan ~~and~~for ~~Tender~~2013 ~~and Support Agreement, which are attached as Exhibits 2.1 and 2.2, respectively, to this report and incorporated herein by reference.~~

~~The~~On ~~Merger~~September 30, Agreement and foregoing description have been included to provide investors and stockholders with information regarding the terms of each agreement. They are not intended to provide any other factual information about the Company. The representations2013, ~~warranties and covenants contained in~~ the ~~Merger~~Compensation ~~Agreement~~Committee ~~were made only as~~ of ~~specified dates for~~ the ~~purposes~~Board of ~~the agreement,~~Directors ~~were solely for the benefit~~ of ~~the~~Volterra ~~parties~~approved toan ~~the~~addendum ~~agreement and may be subject~~ to ~~qualifications~~its ~~and~~2013 ~~limitations~~Management ~~agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the~~Bonus ~~Merger Agreement and discussed in the foregoing descriptions~~Plan, ~~it is important to bear in mind~~ that ~~such~~was ~~representations,~~previously ~~warranties~~filed ~~and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters~~ as ~~facts~~Exhibit 10.2 ~~Such representations, warranties and covenants may also be subject~~ to aVolterra’s ~~contractual~~Current ~~standard~~Report ofon ~~materiality~~Form ~~different~~8-K ~~from those generally applicable to stockholders and reports and documents~~ filed with the ~~Securities and~~SEC ~~Exchange~~on ~~Commission~~January 25, 2013 (the “~~SEC~~Addendum”). Investors are not third-party beneficiaries under the Merger Agreement. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

~~Notice~~The Addendum is filed as Exhibit 10.1 to ~~Investors~~this report and is incorporated herein by reference.

~~This~~2013 ~~report~~Management isBonus ~~not~~Plan aCompensation recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Company stock. Purchaser has not commenced the tender offer for shares of Company stock described in this report. Upon commencement of the tender offer, Purchaser will file with the SEC a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, letter of transmittal, and other related documents. Following commencement of the tender offer, the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9. Stockholders should read the offer to purchase and solicitation/recommendation statement and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available, as they will contain important information about the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov or by contacting the investor relations department of the Company.

~~Forward Looking~~On ~~Statements~~October 1, 2013, Volterra paid bonuses under Volterra’s 2013 Management Bonus Plan for the individuals set forth below:

This report may contain forward-looking statements. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The actual results of the transaction could vary materially as a result of a number of factors, including: uncertainties as to how many of the Company’s stockholders will tender their stock in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived; the possibility that the transaction may not be timely completed, if at all; and that, prior to the completion of the transaction, if at all, the Company’s business may experience significant disruptions due to transaction-related uncertainty. Other factors that may cause actual results to differ materially include those set forth in the reports that the Company files from time to time with the SEC, including the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2012 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect the Company’s expectations as of the date of this report. The Company undertakes no obligation to update the information provided herein.


Name and Title	2013 Bonus
Jeff Staszak
President and Chief Executive Officer	$	80,625
Mike Burns
Senior Vice President, Chief Financial Officer	$	30,375

~~Item~~Change ~~9.01.~~of ~~Financial~~Control ~~Statements~~Payments ~~and Exhibits~~

~~(d)~~In connection with their departure from Volterra, Mr. Staszak and Mr. Burns are eligible to receive change of control payments in the ~~Exhibits~~amounts of $710,312.50 and $297,687.50, respectively, under the Volterra Semiconductor Corporation Severance Benefit Plan, filed as Exhibit 10.3 to Volterra’s Current Report on Form 8-K filed with the SEC on January 28, 2010, provided that the conditions for payment are satisfied.

Number		Description
2.1*		Agreement and Plan of Merger, dated as of August 15, 2013, by and among Volterra Semiconductor Corporation, Maxim Integrated Products, Inc. and Victory Merger Sub, Inc.
2.2		Tender and Support Agreement, made and entered into as of August 15, 2013, by and among Maxim Integrated Products, Inc., Victory Merger Sub, Inc. and the executive officers and directors of Volterra Semiconductor Corporation

Departure and Appointment of Directors and Officers

*Pursuant ~~Exhibits~~to ~~omitted~~the ~~pursuant~~terms of the Merger Agreement, at the Effective Time the sole director and officers of Purchaser immediately prior to ~~item~~the Effective ~~601(b)(2)~~Time became the sole director and officers of ~~Regulation~~Volterra Sfollowing the Merger. In connection with the Merger, at the Effective Time, Jeffrey Staszak, Simon Biddiscombe, Fu-KTai Liou, Chris Paisley, Ralph Quinsey, Jeff Richardson, Edward Ross, and Stephen Smith resigned as directors of Volterra. ~~The~~Each ~~Company~~director ~~agrees~~resigned pursuant to ~~furnish~~the ~~supplementally~~Merger aAgreement, ~~copy~~and no director resigned because of any ~~omitted~~disagreement ~~exhibit~~with Volterra on any matter relating to ~~the~~Volterra’s ~~SEC~~operation, ~~upon~~policies, ~~request~~or practices.

~~SIGNATURE~~Also, as of the Effective Time, Jeffrey Staszak, President and Chief Executive Officer, Craig Teuscher, Senior Vice President and Chief Operating Officer, Mike Burns, Senior Vice President, Chief Financial Officer and Treasurer, and William Numann, Senior Vice President, Server and Storage Communications Products Groups, ceased being executive officers of Volterra.

~~Pursuant~~Mark toCasper, 46, Vice President, Legal at Maxim, assumed the ~~requirements~~roles of ~~the~~President, ~~Securities~~Secretary, ~~Exchange~~Treasurer ~~Act~~and Director of ~~1934,~~Volterra. asAt ~~amended,~~the time Mr. Casper assumed the ~~registrant~~role ~~has~~of ~~duly~~director, ~~caused~~it ~~this~~had ~~report~~not toyet bebeen ~~signed~~determined on ~~its~~which ~~behalf~~committees, byif any, of the ~~undersigned~~Board ~~hereunto~~of ~~duly~~Directors ~~authorized~~of Volterra Mr. Casper would serve.

The information required by Item 5.02 of Form 8-K regarding Mr. Casper has been previously disclosed in the Tender Offer Statement on Schedule TO, originally filed by Purchaser and Maxim with the SEC on August 30, 2013, which is included as Exhibit 20.1 to this report, and such information is incorporated herein by reference.

~~Exhibit~~Item ~~Index~~5.03. Amendments to Certificate of Incorporation or Bylaws; Change of Fiscal Year.

Number		Description
2.1*		Agreement and Plan of Merger, dated as of August 15, 2013, by and among Volterra Semiconductor Corporation, Maxim Integrated Products, Inc. and Victory Merger Sub, Inc.
2.2		Tender and Support Agreement, made and entered into as of August 15, 2013, by and among Maxim Integrated Products, Inc., Victory Merger Sub, Inc. and the executive officers and directors of Volterra Semiconductor Corporation

Pursuant to the Merger Agreement, at the Effective Time of the Merger, Volterra’s Restated Certificate of Incorporation was amended and restated (the “Amended Charter”) and Volterra’s Amended and Restated Bylaws, were amended and restated (the “Amended Bylaws”).

*The ~~Exhibits~~Amended ~~omitted~~Charter ~~pursuant~~and tothe ~~item~~Amended ~~601(b)(2)~~Bylaws ofare ~~Regulation~~attached ~~S-K.~~hereto ~~The~~as ~~Company~~Exhibits ~~agrees~~3.1 toand ~~furnish~~3.2 ~~supplementally~~respectively, aand ~~copy~~are ofincorporated ~~any~~herein ~~omitted~~by ~~exhibit to the SEC upon request~~reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Volterra Semiconductor Corporation.

3.2		Amended and Restated Bylaws of Volterra Semiconductor Corporation.

10.1		Addendum to Volterra Semiconductor Corporation Management Bonus Plan dated September 30, 2013.

20.1		Tender Offer Statement on Schedule TO of Victory Merger Sub, Inc., and Maxim Integrated Products, Inc. (incorporated by reference in its entirety as originally filed with the SEC on August 30, 2013).

99.1		Press Release issued by Maxim Integrated Products, Inc. dated October 1, 2013 (incorporated by reference to Exhibit (a)(5)(K) to Schedule TO/A filed with the SEC on October 1, 2013).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 4, 2013


VOLTERRA SEMICONDUCTOR CORPORATION

By:		/s/ Mark Casper
Name:		Mark Casper
Title:		President, Secretary and Treasurer

EXHIBIT INDEX


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Volterra Semiconductor Corporation.

3.2		Amended and Restated Bylaws of Volterra Semiconductor Corporation.

10.1		Addendum to Volterra Semiconductor Corporation Management Bonus Plan dated September 30, 2013.

20.2		Tender Offer Statement on Schedule TO of Victory Merger Sub, Inc., and Maxim Integrated Products, Inc. (incorporated by reference in its entirety as originally filed with the SEC on August 30, 2013).

99.1		Press Release issued by Maxim Integrated Products, Inc. dated October 1, 2013 (incorporated by reference to Exhibit (a)(5)(K) to Schedule TO/A filed with the SEC on October 1, 2013).

VOLTERRA SEMICONDUCTOR CORPORATION

Date: August 19, 2013

/s/ David Oh

General Counsel

Filing Compare · VOLTERRA SEMICONDUCTOR CORP